Step | Action | Documentation | Signatures? | Timing | Originals? | Notarization/ Certification? |
Waiver of Step? |
Miscellaneous |
---|---|---|---|---|---|---|---|---|
1 |
Convening of GM. |
Convening notice. |
No. |
As set out in the AoA. |
No. |
No. |
Yes, if all Shareholders consent. |
The notice shall be sent to all Shareholders whose addresses are known to the Company, unless otherwise set out in the AoA. Please note that special provisions apply to Public LLCs. |
2 |
GM. |
Minutes of the GM. |
Yes, to be signed by the Secretary and the Chairman of the GM (unless the Chairman is also elected as Secretary and a person is elected to verify the Minutes). |
At the date stipulated in the convening notice (unless waived, cf. Step 1). |
No. |
No. |
Yes, if all Shareholders agree to pass a written unanimous Resolution. If the Chairman represents all Shares at the GM, no person to verify the Minutes has to be elected. |
The appointment will be effective from the conclusion of the GM deciding on the appointment, unless the GM decides on some other point in time. |
3 |
Filing with the Swedish Companies Registration Office. |
(i) Application in written form; (ii) Copy of Minutes/ written Resolution. |
Yes, application to be signed by the MD or any ordinary BoD member. |
Filing without undue delay. |
Yes, application form to be filed in original and Minutes/written Resolution to be filed in certified copy. |
No. |
No. |
Information needed in respect of each new BoD member; (i) non-Swedish citizens: PDF copy of passport and home address, (ii) Swedish citizens: personal identity number (in Swedish: “personnummer”). |
1
Step 1
|
2
Step 2
|
3
Step 3
|
|||
As set out in the AoA + without undue delay |
Step | Action | Documentation | Signatures? | Timing | Originals? | Notarization/ Certification? |
Waiver of Step? |
Miscellaneous |
---|---|---|---|---|---|---|---|---|
1 |
Convening of GM. |
Convening notice. |
No. |
As set out in the AoA. |
No. |
No. |
Yes, if all Shareholders consent. |
The notice shall be sent to all Shareholders whose addresses are known to the Company, unless otherwise set out in the AoA. Please note that special provisions apply to Public LLCs. |
2 |
GM. |
Minutes of the GM. |
Yes, to be signed by the Secretary and the Chairman of the GM (unless the Chairman is also elected as Secretary and a person is elected to verify the Minutes). |
At the date stipulated in the convening notice (unless waived, cf. Step 1). |
No. |
No. |
Yes, if all Shareholders agree to pass a written unanimous Resolution. If the Chairman represents all Shares at the GM, no person to verify the Minutes has to be elected. |
The dismissal will be effective from the conclusion of the GM deciding on the dismissal, unless the GM decides on some other point in time. |
3 |
Filing with the Swedish Companies Registration Office. |
(i) Application in written form; (ii) Copy of Minutes/ written Resolution. |
Yes, application to be signed by the MD or any BoD member. |
Filing without undue delay. |
Yes, application form to be filed in original and Minutes/written Resolution to be filed in certified copy. |
No. |
No. |
1
Step 1
|
2
Step 2
|
3
Step 3
|
|||
As set out in the AoA + without undue delay |
Advokatfirman Lindahl has provided all input about changing board members in Sweden [...]
Advokatfirman Lindahl is one of Sweden’s largest law firms with extensive and broad transactional experience, including mergers and acquisitions, banking and finance, capital markets, and real estate. Lindahl also has cutting-edge competences in intellectual property, life sciences, technology, telecommunications and dispute resolution. Lindahl has approximately 400 employees, of which two thirds are lawyers.
For more information about Advokatfirman Lindahl and changing board members in Sweden, please use the below contacts:
TEL: +46 766 170 890EMAIL: carl-olof.bouveng@lindahl.se
WEB: www.lindahl.se